Common use of Secured Party Appointed Attorney-in-Fact Clause in Contracts

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (I) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend or other distribution in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor To effectuate the terms and provisions hereof, Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as Pledgor's attorney-in-fact, coupled with an interest, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor taking any action and in the name of the Grantor or otherwise, executing any instrument that Secured Party from time to time in the Secured Party’s 's reasonable discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, includingSecured Party shall, without limitationfrom and after the STOCK PLEDGE AGREEMENT occurrence and during the continuance of an Enforcement Event, at the expense of Pledgor, have the right and power to: (Ii) to receive, endorse and collect all instruments checks and other orders for the payment of money made payable to the Grantor Pledgor representing any income, interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (IIor on behalf of) to transfer the owner of the Pledged Collateral, in whole including, without limitation, all voting rights with respect to the Pledged Securities; (iv) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in part, to the name respect of any of the Secured Party Pledged Collateral; (v) file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (vi) generally to sell, xxx for and give acquittances for moneys due on account transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsPledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party's option and signPledgor's expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems reasonably necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers Pledgor hereby ratifies and approves all acts of attorney which Secured Party made or taken pursuant to this Section 8.02. Neither Secured Party nor any person designated by Secured Party shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Secured Party’s interests 's gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Agreement shall remain in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofforce.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (Ia) to receivefile one or more financing statements, endorse continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to the any Grantor representing any income, dividend or other distribution payments in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (IId) to transfer the Collateral, execute and complete in whole or in part, to the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or such other person or persons as its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may designate; take possession of notify account debtors and endorse obligors on any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of Collateral to make payments directly to the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) Secured Party. The powers foregoing power of attorney which is a power coupled with an interest and shall be granted pursuant to Section 10(a) irrevocable until all Obligations are paid and all authority thereby performed in full. Each Grantor agrees that the powers conferred shall be granted -and conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact Secured Party to exercise any such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby ---------------------------------------- irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as Pledgor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor, Secured Party or otherwise, from time to time in during the Secured Party’s discretion to: (i) if continuation of an Event of Default, as defined Default in the Service Agreement, is continuing, Secured Party's discretion to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without limitationthe signature of Pledgor; (b) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (Ic) to receive, endorse and collect all any instruments made payable to the Grantor Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; and and (IId) to transfer the Collateral, in whole file any claims or in part, to the name of the Secured Party take any action or such other person or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of DefaultDefault has occurred and is continuing under the Notes, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, without limitationdemand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any Supporting Obligations in connection therewith or any other Collateral of such Grantor; (Ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in partpart the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to the name collect any amounts due under Accounts, contracts or Negotiable Collateral of the such Grantor; and (g) Secured Party or such other person or persons as shall have the Secured Party may designate; take possession of and endorse any one or more checksright, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and but shall not be terminated prior thereto or affected obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Secured Party shall commence any such suit, the appropriate Grantor shall, at the request of Secured Party, do any and all lawful acts and execute any and all proper documents reasonably required by any act Secured Party in aid of such enforcement. To the Grantor or extent permitted by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of each Grantor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue hereof. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby constitutes and appoints the Secured Party (and any officer or agent as the attorney-in-fact of the Secured Party such Grantor with full power of substitution and revocation) such Grantoreither in Secured Party’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and name or in the name of such Grantor to do any of the following: (a) to perform any obligation of such Grantor hereunder in such Grantor’s name or otherwise; (b) to ask for, from time demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to time in the become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release Secured Party’s discretion to: (i) if an Event of Default, as defined security interest in the Service Collateral; (d) to issue Entitlement Orders, instructions and other orders to any bank or Securities Intermediary in connection with any of the Collateral held by or maintained with such bank or Securities Intermediary; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor, representing any payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which such Grantor would have, but for this Agreement, is continuing, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this Agreementsuch Grantor or otherwise, includingdeemed by Secured Party as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, however, Secured Party may only exercise its rights described in the immediately preceding clauses (a), (Ib), (d), (f) and (g) if an Event of Default exists; provided, further, that Secured Party will give notice to receiveBorrower as soon as reasonably possible upon its exercise of its rights under the immediately preceding clauses (a) through (h), endorse except (1) any such notice regarding the exercise of rights under the immediately preceding clauses (a), (b), (d), (f) or (g) shall be given if and collect all instruments made payable to the Grantor representing extent required by applicable Law and (2) in no event will the failure to give such have any incomeeffect on the validity of the exercise of any such right or give rise to liability on the part of any Credit Party. Nothing herein contained shall be construed as requiring or obligating any Credit Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, dividend or other distribution in to present or file any claim or notice, or to take any action with respect of to the Collateral or any part thereof or proceeds the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of the no action taken by Secured Party or such other person or persons as omitted to be taken with respect to the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, Grantor or proceedings pertaining to any claim or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) against Secured Party. The powers power of attorney which shall be granted pursuant to Section 10(a) herein is irrevocable and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofcoupled with an interest.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (Ia) to receivefile one or more financing statements, endorse continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to the any Grantor representing any income, dividend or other distribution payments in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine; and (IId) to transfer the Collateral, execute and complete in whole or in part, to the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or such other person or persons as its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may designate; take possession of notify account debtors and endorse obligors on any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of Collateral to make payments directly to the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) Secured Party. The powers foregoing power of attorney which is a power coupled with an interest and shall be granted pursuant to Section 10(a) irrevocable until all Obligations are paid and all authority thereby performed in full. Each Grantor agrees that the powers conferred shall be granted -and conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact Secured Party to exercise any such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby constitutes and appoints the Secured Party (and any officer or agent as the attorney-in-fact of the Secured Party Grantor with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time either in the Secured Party’s discretion toname or in the name of Grantor to do any of the following: (ia) if an Event to perform any obligation of DefaultGrantor hereunder in Grantor’s name or otherwise; (b) to ask for, as defined demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Secured Party’s security interest in the Service Collateral; (d) to issue entitlement orders, instructions and other orders to any bank in connection with any of the Collateral held by or maintained with such bank; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor, representing any payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which Grantor would have, but for this Agreement, is continuing, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this AgreementGrantor or otherwise, includingdeemed by the Secured Party as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (Ib), (d), (e) and (g) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Secured Party, the Issuing Bank or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Grantor representing nature or sufficiency of any incomepayment received by it, dividend or other distribution in to present or file any claim or notice, or to take any action with respect of to the Collateral or any part thereof or proceeds the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of no action taken by the Secured Party or such other person or persons as omitted to be taken with respect to the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw Grantor or to any claims, suits, claim or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect against the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers The power of attorney shall be granted herein is irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofcoupled with an interest.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Grantor, on behalf of itself and each New Subsidiary of the Grantor, hereby irrevocably appoints the Secured Party (and any officer or agent of as the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-factfact of the Grantor and each such New Subsidiary upon the occurrence and during the continuance of an Event of Default. In the event the Grantor or any New Subsidiary fails to execute or deliver in a timely manner any Transaction Document or other agreement, coupled with document, certificate or instrument which the Grantor or New Subsidiary now or at any time hereafter is required to execute or deliver pursuant to the terms of the Exchange Agreement or any other Transaction Document, upon the occurrence and during the continuance of an interestEvent of Default, with the Secured Party shall have full authority in the place and stead of the Grantor or New Subsidiary, and in the name of the Grantor, such New Subsidiary or otherwise, to execute and deliver each of the foregoing. Without limitation of the foregoing, subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have full authority in the place and stead of the Grantor and each New Subsidiary, and in the name of any the Grantor Grantor, any such New Subsidiary or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of the Grantor or New Subsidiary; (Ib) to receive and open all mail addressed to the Grantor or New Subsidiary and to notify postal authorities to change the address for the delivery of mail to the Grantor or New Subsidiary to that of an address approved by the Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which the Secured Party may deem reasonably necessary or desirable for the collection of any of the Collateral of the Grantor or any part New Subsidiary or proceeds thereof and otherwise to give full discharge for enforce the same; and (II) to transfer the Collateral, in whole or in part, to the name rights of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse with respect to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof.and (be) The powers to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, customer lists, advertising matter or other industrial or intellectual property rights, in advertising for the exclusive purpose of attorney which shall be granted pursuant to Section 10(a) sale and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the selling Inventory and other Collateral and shall not impose to collect any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto amounts due under Accounts, contracts or affected by any act Negotiable Collateral of the Grantor or New Subsidiary. To the extent permitted by operation of law, includingthe Grantor hereby ratifies, but not limited tofor itself and each New Subsidiary, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized done by virtue hereof. Such power-of-attorney granted pursuant to act under such powers of attorney as if such dissolution or other event had not occurred this Section 10 is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby constitutes and appoints the Secured Party (and any officer or agent as the attorney-in-fact of the Secured Party Grantor with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time either in the Secured Party’s discretion toname or in the name of Grantor to do any of the following: (ia) if an Event to perform any obligation of DefaultGrantor hereunder in Grantor’s name or otherwise; (b) to ask for, as defined demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Secured Party’s security interest in the Service Collateral; (d) to issue entitlement orders, instructions and other orders to any bank in connection with any of the Collateral held by or maintained with such bank; (e) to verify facts concerning the Collateral in such Grantor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to such Grantor, representing any payment in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which Grantor would have, but for this Agreement, is continuing, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, and to do all acts and things and execute all documents in the name of this AgreementGrantor or otherwise, includingdeemed by the Secured Party as necessary, without limitationproper and convenient in connection with the preservation, perfection or enforcement of its rights hereunder; provided, that the Pledgee shall only exercise its rights under clauses (a), (Ib), (e) and (g) while an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Secured Party or any Lender to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Grantor representing nature or sufficiency of any incomepayment received by it, dividend or other distribution in to present or file any claim or notice, or to take any action with respect of to the Collateral or any part thereof or proceeds the moneys due or to become due in respect thereof or any property covered thereby, and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of no action taken by the Secured Party or such other person or persons as omitted to be taken with respect to the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw Grantor or to any claims, suits, claim or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect against the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers The power of attorney shall be granted herein is irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofcoupled with an interest.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Borrower hereby irrevocably constitutes and appoints the Secured Party (and any officer or agent of the Secured Party thereof, with full power of substitution and revocation) such Grantor’s substitution, as its true and lawful attorney-–in-fact, coupled with an interest, –fact with full irrevocable power and authority in the place and stead of the Grantor Borrower and in the name of the Grantor Borrower or otherwisein its own name, from time to time in the Secured Party’s discretion to: (i) if an Event discretion, for the purpose of Default, as defined in carrying out the Service terms of this Agreement, is continuing, to take any and all appropriate action and to execute and deliver any instrument and all documents and instruments which the Secured Party may deem be necessary or advisable to accomplish the purposes of this Agreement, includingAgreement and, without limitationlimiting the generality of the foregoing, hereby grants to Secured Party the power and right, on behalf of Borrower, without notice to or assent by Secured Party, upon the occurrence and during the continuation of a Default or an Event of Default (Iexcept as otherwise provided below), to do the following, all at Borrower’s expense: (a) regardless of whether a Default or an Event of Default has occurred or is continuing, continue any insurance policies existing pursuant to receivethe terms of this should Borrower fail to do so, and pay all or any part of the premiums therefor and the costs thereof; (b) in the name of Borrower, in its own name or otherwise, take possession of, endorse and collect all instruments made payable to the Grantor representing receive payment of any incomechecks, dividend drafts, notes, acceptances, or other distribution Instruments for the payment of monies due under any Collateral; (c) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral; (d) ask, demand, collect, receive and give acquittances and receipts for any and all money due or to become due under any Collateral; (e) pay or discharge any charges or Liens levied or placed on or threatened against the Collateral; (f) effect any repairs or obtain any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and costs thereof; (g) direct any party liable for any payment under or in respect of any of the Collateral to make payment of any and all monies due or to become due thereunder, directly to Secured Party or as Secured Party shall direct; (h) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against Account Debtors, assignments, verifications and notices in connection with accounts and other documents constituting or related to the Collateral; (i) settle, compromise or adjust any suit, action or proceeding described in this section and, in connection therewith, give such discharges or releases as Secured Party may deem appropriate; (j) file any claim or task or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (k) commence and prosecute any suits, actions or proceedings at law or in equity in any court to collect the Collateral or any part or proceeds thereof and to give full discharge for enforce any other right in respect of any Collateral; (l) defend any suit, action or proceeding brought against Borrower with respect to any Collateral if Borrower does not defend such suit, action or proceeding or if Secured Party believes that Borrower is not pursuing such defense in a manner that will minimize the same; loss with respect to such Collateral and Secured Party’s security interest therein; (IIm) to transfer the Collateral, in whole or in partlicense or, to the name extent permitted by an applicable License, sublicense, whether general, specific or otherwise and whether on an exclusive or non–exclusive basis, any Intellectual Property Collateral throughout the world on such terms and conditions and in such manner as Secured Party shall, in its sole discretion, determine; and (n) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with any of the Collateral as fully and completely as though Secured Party or such other person or persons as were the absolute owner thereof for all purposes, and to do, at Secured Party may designate; take possession of and endorse any one or more checksParty’s option, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record other things that Secured Party deems necessary to perfect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) Collateral and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests Lien therein in order to effect the Collateral intent of this Agreement, all as fully and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney effectively as if such dissolution or other event had not occurred and regardless of notice thereofBorrower might do.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor ---------------------------------------- hereby irrevocably constitutes and appoints the Secured Party (and any officer or agent of the Secured Party thereof, with full power of substitution and revocation) such Grantor’s substitution, as its true and lawful attorney-in-fact, coupled with an interest, fact with full irrevocable power and authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwisein its own name for the purpose of carrying out the terms of this Agreement, from time to time in take, upon the Secured Party’s discretion to: (i) if an occurrence and during the continuance of any Event of Default, as defined in the Service Agreement, is continuing, take any and all appropriate action and to execute any instrument which the Secured Party and all documents and instruments that may deem be necessary or advisable desirable to accomplish the purposes of this Agreement, includingand, without limitationlimiting the generality of the foregoing, such Grantor hereby gives the Secured Party the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, after the occurrence and during the continuance of an Event of Default, to (Ii) direct any party liable for any payment under any of the Collateral to receive, endorse make payment of any and collect all instruments made payable moneys due or to become due thereunder directly to the Grantor representing Secured Party or as the Secured Party shall direct; (ii) ask or demand for, collect, and receive payment of and give receipt for, any incomeand all moneys, dividend claims and other amounts due or other distribution to become due at any time in respect of or arising out of any Collateral; (iii) sign and indorse any assignments, verifications, notices and other documents in connection with any of the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part or proceeds portion thereof and to give full discharge for enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against the sameCompany with respect to any Collateral; and (IIvi) to transfer the Collateralsettle, compromise or adjust any such suit, action or proceeding and, in whole connection therewith, give such discharges or in part, to the name of the Secured Party or such other person or persons releases as the Secured Party may designatedeem appropriate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits(vii) notify, or proceedings pertaining require such Grantor to notify, account debtors to make payment directly to the Secured Party and change the post office box number or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingaddress to which such account debtors make payments; and (iiviii) generally, sell, transfer, pledge, and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Secured Party were the absolute owner thereof for all purposes, and do, at the Secured Party's option and the Grantors' expense, at any time, or from time execute to time, all acts and record things that the Secured Party deems necessary to protect, preserve or fileon behalf realize upon the Collateral and the Secured Party's security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. The Grantors hereby acknowledge, consent and agree that the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers power of attorney which shall be granted pursuant to this Section 10(a) is irrevocable and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofcoupled with an interest.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as Pledgor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor, Secured Party or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event , subject to the applicable laws and regulations of Default, as defined in the Service Agreement, is continuingPRC, take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation: (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (Ib) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (c) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to receive, endorse and collect all any instruments made payable to the Grantor Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (d) upon the occurrence and during the continuation of a Triggering Event (IIother than an Involuntary Proceeding) to transfer or upon the Collateral, in whole or in partoccurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to the name of the Secured Party file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the foregoingPledged Collateral; (e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of such Pledgor to Secured Party, due and payable immediately without demand; withdraw any claims, suits, or proceedings pertaining to or arising out of and (f) upon the foregoing; take any other action contemplated by this Agreement; occurrence and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of during the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence continuation of a security interest contemplated by this Agreement Triggering Event (other than an Involuntary Proceeding) or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to exercise take such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance actions as described in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofSection 11 below.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Borrower hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as Borrower's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Borrower and in the name of the Grantor Borrower, Secured Party or otherwise, from time to time in to, after the Secured Party’s discretion to: (i) if occurrence and during the continuance of an Event of Default, as defined in the Service Agreement, is continuing, take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Security Agreement, including, without limitation: a. to obtain and adjust insurance required to be paid to Secured Party pursuant to Section 7; b. to ask, (I) demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; c. to receive, endorse endorse, assign, and collect any and all instruments made payable checks, notes, drafts and other negotiable and non-negotiable instruments, documents and chattel paper, in connection with clause (a) or (b) above, and Borrower waives notice of presentment, protest and non-payment of any instrument, document or chattel paper so endorsed or assigned; d. to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the Grantor representing collection of any income, dividend or other distribution in respect of the Collateral or any part or proceeds thereof and otherwise to give full discharge for enforce the same; and (II) to transfer the Collateral, in whole or in part, to the name rights of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse with respect to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collectand e. to sell, xxx for transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and give acquittances for moneys due on account effectually as if Secured Party were the absolute owner thereof. Borrower hereby ratifies and approves all acts, other than those which result from Secured Party's gross negligence or willful misconduct, of the foregoing; withdraw any claimsSecured Party, suitsas its attorney in-fact, or proceedings pertaining pursuant to or arising out of the foregoing; take any other action contemplated by this AgreementSection 10; and signSecured Party, executeas its attorney in-fact, acknowledgewill not be liable for any acts of commission or omission, swear tonor for any error of judgment or mistake of fact or law other than those which result from Secured Party's gross negligence or willful misconduct. This power, verifybeing coupled with an interest, deliveris irrevocable so long as this Security Agreement remains in effect. Borrower also authorizes Secured Party, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record from time to time, after the occurrence and during the continuance of an Event of Default, to communicate in its own name with any party to any contract, agreement or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests instrument included in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior with regard to the indefeasible payment assignment of such contract, agreement or instrument and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofmatters relating thereto.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby appoints the Secured Party (and any officer Party, its successors or agent of the Secured Party with full power of substitution and revocation) such Grantor’s assigns, as its true and lawful agent and attorney-in-fact, coupled with an interest, with full authority in fact for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take taking any action and execute executing any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, in each case upon the occurrence of this Agreementan Event of Default, includingwhich appointment is irrevocable and coupled with an interest and any proxy or proxies heretofore given by the Pledgor to any other person that is inconsistent herewith are hereby revoked. Without limiting the generality of the foregoing, without limitationthe Secured Party shall have the right, (I) upon the occurrence of an Event of Default, with full power of substitution either in the Secured Party's name or in the name of the Pledgor, to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Grantor Pledgor representing any income, interest or dividend or other distribution payable in respect of the Collateral or any part thereof or proceeds on account thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the name same; PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Secured Party to take any action, including requiring or obligating the Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Secured Party or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Secured Party or omitted to be taken by it with respect to the Collateral or any part thereof shall give rise to any defense, counterclf the Pledgor or to any claim or action against the Secured Party in the absence of the gross negligence or willful misconduct of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checksshall have been determined in a final, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence nonappealable judgment of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofcourt of competent jurisdiction. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such as Grantor’s true and lawful 's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor Grantor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation: (a) to obtain and adjust insurance required to be maintained by Grantor or paid to Secured Party pursuant to Section 8; (b) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (Ic) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution instruments, documents and chattel paper in respect connection with clauses (a) and (b) above; (d) to file any claims or take any action or institute any proceedings (including, without limitation, any proceeding before any Gaming Authority) that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Credit Agreement) levied or placed upon or threatened against the Collateral, in whole the legality or in part, validity thereof and the amounts necessary to discharge the name of the same to be determined by Secured Party or in its sole discretion, any such other person or persons as the payments made by Secured Party may designate; take possession to become obligations of Grantor to Secured Party, due and payable immediately without demand; (f) to sign and endorse any one invoices, freight or more checks, draftsexpress bills, bills of exchangelading, money orders storage or any warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts and other documents received on account of relating to the Collateral; collectand (g) upon the occurrence and during the continuation of an Event of Default, xxx for and give acquittances for moneys due on account generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsCollateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party's option and signGrantor's expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems necessary to protect, preserve or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in realize upon the Collateral and shall not impose any duty upon Secured Party's security interest therein in order to effect the attorney-in-fact to exercise such powers. Such powers intent of attorney shall be irrevocable prior to the indefeasible payment this Agreement, all as fully and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the effectively as Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofmight do.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of Default, as defined in the Service Agreement, Default has occurred and is continuing, to take any action and to execute any instrument which the Secured Party may may, in its Permitted Discretion, deem necessary or advisable to accomplish the purposes of this Agreement, including: (i) to ask, without limitationdemand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the accounts or any other Collateral of such Grantor; (Iii) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to such address as Secured Party may specify for such purpose; (iii) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or chattel paper; (iv) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIv) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in part, part the purchase order of any Person obligated to the name such Grantor in respect of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collectsuch Grantor; (vi) to use any Intellectual Property or Intellectual Property Licenses of such Grantor, xxx in preparing for and give acquittances sale, advertising for moneys due on account of the foregoing; withdraw any claims, suitssale, or proceedings pertaining selling inventory or other Collateral and to collect any amounts due under accounts, contracts or arising out Negotiable Collateral of such Grantor; and (vii) to bring suit in its own name to enforce the foregoing; take Intellectual Property and Intellectual Property Licenses (at its election, but without any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofobligation to do so). (b) The powers If Secured Party shall commence any such suit, each Grantor shall, at the request of attorney which shall be granted pursuant to Section 10(a) Secured Party, take any and all authority thereby conferred shall be granted -and conferred solely to protect lawful acts and execute and deliver any and all documents reasonably required by Secured Party in aid of such enforcement. To the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected extent permitted by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of each Grantor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue hereof. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby constitutes and appoints the Secured Party (and during the term of any officer or agent of the Secured Party with full power Obligations, upon the occurrence and during the continuance of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreementattorney- in-fact of Pledgor which appointment is irrevocable and shall be an agency coupled with an interest. This power of attorney is for the purpose, is continuingupon the occurrence and during the continuance of an Event of Default, take of carrying out the provisions of this Pledge Agreement and taking any action and execute executing any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof. Without limiting the generality of this Agreementthe foregoing, includingSecured Party shall have the right, without limitationafter the occurrence of an Event of Default, (I) with full power of substitution either in Secured Party's name or in the name of Pledgor, to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Grantor Pledgor, representing any income, interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or proceeds on account thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to settle, compromise, prosecute, or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the name same; provided, however, that nothing herein contained shall be construed as requiring or obligating Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by Secured Party or such other person or persons as omitted to be taken with respect to the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders Pledged Collateral or any other documents received on account part thereof shall give rise to any defense, counterclaim or offset in favor of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw Pledgor or to any claims, suits, claim or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the against Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Company hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead fact of the Grantor Company for the purpose, to act upon the occurrence and in the name continuation of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in of carrying out the Service Agreement, is continuing, take provisions of this Agreement and taking any action and execute executing any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingSecured Party shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in Secured Party’s name or in the name of the Company (Ia) to receive, endorse endorse, assign and/or deliver any and collect all instruments made payable to the Grantor representing any incomenotes, dividend acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral or any part or proceeds thereof and to give full discharge for the samethereof; and (IIb) to transfer demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, in whole or in part, ; (c) to sign the name of the Secured Party Company on any invoice or such other person or persons as the Secured Party may designate; take possession bxxx of and endorse lading relating to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect(d) to commence and prosecute any and all suits, xxx for and give acquittances for moneys due actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on account all or any of the foregoingCollateral or to enforce any rights in respect of any Collateral; withdraw (e) to settle, compromise, compound, adjust or defend any claimsactions, suits, suits or proceedings pertaining relating to all or arising out any of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingCollateral; and (iif) at to use, sell, assign, transfer, pledge, make any time execute and record agreement with respect to or fileon behalf otherwise deal with all or any of the Grantor Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though Secured Party were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating Secured Party to make any evidence commitment or to make any inquiry as to the nature or sufficiency of any payment received by Secured Party, or to assume or take on any obligation of the Company under any contract or agreement to which the Company is a security interest contemplated by this Agreement party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any refiling, continuation part thereof or extension thereofthe moneys due or to become due in respect thereof or any property covered thereby. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as Pledgor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation: (a) if applicable, to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledge Collateral without the signature of Pledgor; (Ib) to ask for, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (c) to receive, endorse and collect all any drafts or other instruments made payable to the Grantor Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; and ; (IId) to transfer the Collateral, in whole file any claims or in part, to the name of the Secured Party take any action or such other person or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (e) upon the occurrence and during the continuation of an Event of Default, xxx for and give acquittances for moneys due on account generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsPledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party's option and signPledgor's expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) Pledged Collateral and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests 's Security Interest therein in order to effect the Collateral intent of this Agreement, all as fully and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney effectively as if such dissolution or other event had not occurred and regardless of notice thereofPledgor might do.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of Default, as defined in Default has occurred and is continuing and subject to the Service terms of the Subordination Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor; (Ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in partpart the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to the name collect any amounts due under Accounts, contracts or Negotiable Collateral of the such Grantor; and (g) Secured Party or such other person or persons as shall have the Secured Party may designate; take possession of and endorse any one or more checksright, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and but shall not be terminated prior thereto or affected obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Secured Party shall commence any such suit, the appropriate Grantor shall, at the request of Secured Party, do any and all lawful acts and execute any and all proper documents reasonably required by any act Secured Party in aid of such enforcement. To the Grantor or extent permitted by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of each Grantor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue hereof. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Each Pledgor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such Grantor’s true and lawful Pledgor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor such Pledgor and in the name of the Grantor such Pledgor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without limitationthe signature of such Pledgor; (b) upon the occurrence and during the continuance of an Event of Default to ask, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (Ic) upon the occurrence and during the continuance of an Event of Default to receive, endorse and collect all any instruments made payable to the Grantor such Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; and (d) upon the occurrence and (II) during the continuance of an Event of Default to transfer the Collateral, in whole file any claims or in part, to the name of the Secured Party take any action or such other person or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Company hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead fact of the Grantor Company for the purpose, to act upon the occurrence and in the name continuation of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in of carrying out the Service Agreement, is continuing, take provisions of this Agreement and taking any action and execute executing any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingSecured Party shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in Secured Party’s name or in the name of the Company (Ia) to receive, endorse endorse, assign and/or deliver any and collect all instruments made payable to the Grantor representing any incomenotes, dividend acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral or any part or proceeds thereof and to give full discharge for the samethereof; and (IIb) to transfer demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, in whole or in part, ; (c) to sign the name of the Secured Party Company on any invoice or such other person or persons as the Secured Party may designate; take possession bill of and endorse lading relating to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect(d) to commence and prosecute any and all suits, xxx for and give acquittances for moneys due actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on account all or any of the foregoingCollateral or to enforce any rights in respect of any Collateral; withdraw (e) to settle, compromise, compound, adjust or defend any claimsactions, suits, suits or proceedings pertaining relating to all or arising out any of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingCollateral; and (iif) at to use, sell, assign, transfer, pledge, make any time execute and record agreement with respect to or fileon behalf otherwise deal with all or any of the Grantor Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though Secured Party were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating Secured Party to make any evidence commitment or to make any inquiry as to the nature or sufficiency of any payment received by Secured Party, or to assume or take on any obligation of the Company under any contract or agreement to which the Company is a security interest contemplated by this Agreement party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any refiling, continuation part thereof or extension thereofthe moneys due or to become due in respect thereof or any property covered thereby. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Each Pledgor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such Grantor’s true and lawful Pledgor's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor such Pledgor and in the name of the Grantor such Pledgor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation: (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (Ib) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (c) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to receive, endorse and collect all any instruments made payable to the Grantor Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (d) upon the occurrence and during the continuation of a Triggering Event (IIother than an Involuntary Proceeding) to transfer or upon the Collateral, in whole or in partoccurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to the name of the Secured Party file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the foregoingPledged Collateral; (e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of such Pledgor to Secured Party, due and payable immediately without demand; withdraw and (f) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, generally to sell, transfer, pledge, make any claims, suits, or proceedings pertaining agreement with respect to or arising out otherwise deal with any of the foregoing; take any other action contemplated by this Agreement; Pledged Collateral as fully and signcompletely as though Secured Party were the absolute owner thereof for all purposes, executeand to do, acknowledgeat Secured Party's option and such Pledgor's expense, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems necessary to protect, preserve or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty realize upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.Pledged Collateral and

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Effective only after an Event of Default, Guarantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead fact of the Grantor Guarantor for the purpose of carrying out the provisions of this Agreement and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take taking any action and execute executing any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Secured Party shall have the right, without limitationupon the occurrence of an Event of Default, (I) with full power of substitution either in the Secured Party's name or in the name of the Guarantor, to ask for, demand, sue for, collect, receive, receipt and give acquittance for any axx all moneys due or to become due and under and by virtue of any Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Grantor Guarantor representing any incomeinterest or dividend, dividend or other distribution payable in respect of the Collateral or any part thereof for or proceeds on account thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to settle, compromise, prosecute or defend any action, claim or preceding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the name same: provided, however, that nothing herein contained shall be construed as requiring or obligating the Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Secured Party or such other person or persons as omitted to be taken with respect to the Secured Party may designate; take possession Collateral shall give rise to any cause of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect against the Secured Party’s interests , except in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full case of the Obligations and shall not be terminated prior thereto gross negligence or affected by any act willful misconduct of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofSecured Party.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby irrevocably constitutes and appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful 's attorney-in-fact, coupled with effective upon and during the continuance of an interestEvent of Default, with full irrevocable power and authority in the place and stead of the Grantor and in the name of the Grantor Grantor, the Secured Party or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event 's discretion, for the sole purpose of Defaultcarrying out the terms of this Agreement and, as defined in to the Service Agreementextent permitted by applicable law, is continuing, to take any action and to execute any document and instrument which the Secured Party may deem necessary or advisable to accomplish the purposes pur­poses of this Agreement, including, without limitation: (i) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipt for moneys due or to become due under or in respect of any of the Collateral; (Iii) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution instruments or documents in respect connection with clause (i) above; and (iii) to file any claim or take any action or in­stitute any proceeding which the Secured Party may deem necessary or desirable for the collection of any of the Collateral or any part or proceeds thereof and otherwise to give full discharge for enforce the same; and (II) to transfer the Collateral, in whole or in part, to the name rights of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse with respect to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) Grantor hereby irrevocably constitutes and all authority thereby conferred shall be granted -and conferred solely to protect appoints the Secured Party’s interests in the Collateral and shall not impose any duty upon the Party Grantor's attorney-in-fact to exercise such powers. Such powers of attorney shall be fact, with full irrevocable prior to power and authority in the indefeasible payment place and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act stead of the Grantor and in the name of the Grantor, the Secured Party or otherwise, from time to time in the Secured Party's discretion, for the sole purpose of carrying out the terms of this Agreement and, to the extent permitted by operation of applicable law, includingto take any action and to exe­cute any document and instrument which the Secured Party may deem necessary or advisable to accomplish the following: (i) to transfer any and all funds on deposit in the Collateral Account to the Secured Party as set forth in Section 6 herein; and (ii) to receive, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if endorse and collect any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution drafts or other event had not occurred and regardless of notice thereofinstruments or documents in connection with clause (i) above.

Secured Party Appointed Attorney-in-Fact. Subject to Imperial ---------------------------------------- Bank's rights as to the Film Library and the Film Library Accounts Receivable, Debtor hereby irrevocably nominates and appoints Secured Party as its attorney- in-fact for the following purposes: (a) The Grantor hereby appoints the Secured Party (to do all acts and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument things which the Secured Party may deem necessary or reasonably advisable to accomplish perfect and continue perfected the purposes Security Interest created by this Agreement and, upon the occurrence and during the continuance of this Agreementan Event of Default, includingto preserve, without limitationprocess, develop, maintain and protect the Collateral; (Ib) to receiveprepare, endorse and collect all instruments made payable to the Grantor representing any incomesign, dividend or other distribution file and/or record, for Debtor in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of the Secured Party or such other person or persons as the Secured Party may designate; take possession of Debtor, any financing statement, application for registration, and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for like papers and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated deemed by this AgreementSecured Party necessary or reasonably desirable in order to perfect the Security Interest granted hereby; (c) to execute any and sign, execute, acknowledge, swear to, verify, deliver, file, record all papers and publish any one instruments and do all other things necessary or more of desirable to preserve and protect the foregoingCollateral and to protect Secured Party's Security Interest therein; and (iid) upon the occurrence and during the continuance of a Default or Event of Default, to do any and every act which Debtor is obligated to do under this Agreement, at the expense of Debtor; provided, however, that Secured Party shall -------- ------- be under no obligation whatsoever to take any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement foregoing actions, and absent bad faith or any refilingactual malice, continuation Secured Party shall have no liability or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by responsibility for any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofomission taken with respect thereto.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby hereby, upon the occurrence and during the continuance of an Event of Default, irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such as Grantor’s true and lawful 's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the Grantor such Grantor, Secured Party or otherwise, from time to time in the Secured Party’s 's discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to endorse such Grantor's name on all applications, documents, papers and instruments necessary for Secured Party in the use or maintenance of the Collateral; (Ib) to ask for, demand, collect, sue xxx, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (c) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution instruments, documents and chattel paper in respect connection with clause (b) above; (d) to file any claims or take any action or institute any proceedings that Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the Indenture) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in whole or in partits sole discretion, any such payments made by Secured Party to the name become obligations of such Grantor to Secured Party, due and payable immediately without demand; and (i) to execute and deliver any of the assignments or documents requested by Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checkspursuant to Section 16(b), drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) to grant or issue an exclusive or non-exclusive license to the Collateral or any portion thereof to any Person, and (iii) otherwise generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party's option and such Grantor's expense, at any time execute or from time to time, all acts and record things that Secured Party deems necessary to protect, preserve or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in realize upon the Collateral and shall not impose any duty upon Secured Party's security interest therein in order to effect the attorney-in-fact to exercise intent of this Agreement, all as fully and effectively as such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofmight do.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Each Pledgor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such GrantorPledgor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor such Pledgor and in the name of the Grantor such Pledgor, Secured Party or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, including without limitation: (a) to file one or more financing or continuation statements, or amendments thereto, relative to all or any part of the Pledged Collateral without the signature of Pledgor; (Ib) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (c) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to receive, endorse and collect all any instruments made payable to the Grantor Pledgor representing any incomedividend, dividend principal or interest payment or other distribution in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (d) upon the occurrence and during the continuation of a Triggering Event (IIother than an Involuntary Proceeding) to transfer or upon the Collateral, in whole or in partoccurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, to the name of the Secured Party file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the foregoingPledged Collateral; (e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Pledged Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in its sole discretion, any such payments made by Secured Party to become obligations of such Pledgor to Secured Party, due and payable immediately without demand; withdraw and (f) upon the occurrence and during the continuation of a Triggering Event (other than an Involuntary Proceeding) or upon the occurrence and continuation of an Involuntary Proceeding for at least 60 consecutive days and during the continuation of such Involuntary Proceeding, generally to sell, transfer, pledge, make any claims, suits, or proceedings pertaining agreement with respect to or arising out otherwise deal with any of the foregoing; take any other action contemplated by this Agreement; Pledged Collateral as fully and signcompletely as though Secured Party were the absolute owner thereof for all purposes, executeand to do, acknowledgeat Secured Party’s option and such Pledgor’s expense, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) Pledged Collateral and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests security interest therein in order to effect the Collateral intent of this Agreement, all as fully and shall not impose any duty upon the attorney-in-fact to exercise effectively as such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofPledgor might do.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor To effectuate the terms and provisions hereof, Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantoras Pledgor’s true and lawful attorney-in-factfact for the purpose, coupled with from and after the occurrence and during the continuance of an interestEvent of Default, with full authority in of carrying out the place provisions of this Pledge Agreement and stead of the Grantor taking any action and in the name of the Grantor or otherwise, executing any instrument that Secured Party from time to time in the Secured Party’s reasonable discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingSecured Party shall, without limitationfrom and after the occurrence and during the continuance of an Event of Default, have the right and power to: (Ii) to receive, endorse and collect all instruments checks and other orders for the payment of money made payable to the Grantor Pledgor representing any income, interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (IIor on behalf of) to transfer the owner of the Pledged Collateral, in whole including, without limitation, all voting rights with respect to the Pledged Securities; (iv) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in part, to the name respect of any of the Secured Party Pledged Collateral; (v) file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (vi) generally to sell, xxx for and give acquittances for moneys due on account transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsPledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party’s option and signPledgor’s expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems reasonably necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers Pledgor hereby ratifies and approves all acts of attorney which Secured Party made or taken pursuant to this Section 8.02 (provided, that Pledgor does not, by virtue of such ratification, release any claim that Pledgor may otherwise have against Secured Party for any such acts made or taken by Secured Party through gross negligence or willful misconduct). Neither Secured Party nor any person designated by Secured Party shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Secured Party’s interests gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofforce.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby constitutes and appoints the Secured Party (and any officer or agent as the attorney-in-fact of the Secured Party Pledgor with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-factsubstitution. Upon the occurrence of an Event of Default Secured Party shall have the right, coupled with an interest, with full authority either in the place and stead of the Grantor and Secured Party’s name or in the name of the Grantor Pledgor, to do any of the following: (a) to perform any obligation of the Pledgor hereunder in the Pledgor’s name or otherwise; (b) to ask for, from time demand, sue for, collect, receive, receipt and give acquittance for any and all moneys due or to time in become due under and by virtue of any Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Secured Party’s discretion to: (i) if an Event of Default, as defined security interest in the Service Collateral; (d) to issue entitlement orders, instructions and other orders to any securities intermediary in connection with any of the Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Collateral in the Pledgor’s name, its own name or a fictitious name; (f) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor, representing any interest or dividend or other distribution payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, is continuing, with respect to any of the Collateral; and (h) to carry out the provisions of this Agreement and to take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes purposes-hereof, and to do all acts and things and execute all documents in the name of this Agreementthe Pledgor or otherwise, includingdeemed by the Secured Party as necessary, without limitationproper and convenient in connection with the preservation, (I) perfection or enforcement of its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Secured Party to receive, endorse and collect all instruments made payable make any commitment or to make any inquiry as to the Grantor representing nature or sufficiency of any incomepayment received by it, dividend or other distribution in to present or file any claim or notice, or to take any action with respect of to the Collateral or any part thereof or proceeds thereof the moneys due or to become due in respect thereof, and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to the name of no action taken by the Secured Party or such other person omitted to be taken with respect to the Collateral or persons any part thereof shall give rise to any defense, counterclaim or offset in favor of Pledgor or to any claim or action against the Secured Party. The power of attorney granted herein is irrevocable (so long as the Secured Obligations remain unpaid or there exists any commitment by Secured Party may designate; take possession of and endorse which could give rise to any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(aSecured Obligations) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofcoupled with an interest.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such GrantorPledgor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Pledgor and in the name of the Grantor Pledgor or otherwise, from time to time upon the Event of Default in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, (I) to instruct the Transfer Agent on behalf of the Pledgor to transfer the Pledged Shares to the Secured Party or any party designated by the Secured Party, to instruct the Transfer Agent to register the Secured Party or any party designated by the Secured Party as the owner of the Pledged Shares, to execute on behalf of the Pledgor, and provide to the Transfer Agent, any agreement, instrument, confirmation, verification or other documents or statements as may be requested by the Transfer Agent to effectuate the transfer of the Pledged Shares pursuant to the Secured Party’s instructions, to receive, endorse and collect all instruments made payable to the Grantor Pledgor representing any incomedividend, dividend interest payment or other distribution in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; and same (II) to transfer the Collateral, in whole or in part, to the name of but the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto obligated to and shall have no liability to the Pledgor or affected by any act of the Grantor third party for failure to do so or by operation of lawtake action). Such appointment, includingbeing coupled with an interest, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of shall be irrevocable. The Pledgor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorneythat said attorneys-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofdone by virtue hereof.

Secured Party Appointed Attorney-in-Fact. (ai) The Grantor To effectuate the terms and provisions hereof, each Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such GrantorPledgor’s true and lawful attorney-in-factfact for the purpose, coupled with from and after the occurrence and during the continuance of an interestEvent of Default, with full authority in of carrying out the place provisions of this Pledge Agreement and stead of the Grantor taking any action and in the name of the Grantor or otherwise, executing any instrument that Secured Party from time to time in the Secured Party’s reasonable discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingSecured Party shall, without limitationfrom and after the occurrence and during the continuance of an Event of Default, have the right and power to: (I1) to receive, endorse and collect all instruments checks and other orders for the payment of money made payable to the Grantor such Pledgor representing any income, interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (2) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (3) exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (IIor on behalf of) to transfer the owner of the Pledged Collateral, in whole including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities; (4) ask, demand, collect, sxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in part, to the name respect of any of the Secured Party Pledged Collateral; (5) file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (6) generally to sell, xxx for and give acquittances for moneys due on account transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw Pledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, and to do, at Secured Party’s option and such Pledgor’s expense, at any claimstime or from time to time, suitsall acts and things that Secured Party deems reasonably necessary to protect, preserve or proceedings pertaining to or arising out of realize upon the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and Pledged Collateral. (ii) at Each Pledgor hereby ratifies and approves all acts of Secured Party made or taken pursuant to this Section 8(b) (provided, that no Pledgor by virtue of such ratification, releases any time execute and record claim that Pledgor may otherwise have against Secured Party for any such acts made or fileon behalf of the Grantor taken by Secured Party through gross negligence or willful misconduct). Neither Secured Party nor any evidence of a security interest contemplated person designated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which Secured Party shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Secured Party’s interests gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofforce.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor To effectuate the terms and provisions hereof, each Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such Grantor’s true and lawful Pledgor's attorney-in-factfact for the purpose, coupled with from and after the occurrence and during the continuance of an interestEvent of Default, with full authority in of carrying out the place provisions of this Pledge Agreement and stead of the Grantor taking any action and in the name of the Grantor or otherwise, executing any instrument that Secured Party from time to time in the Secured Party’s 's reasonable discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingSecured Party shall, without limitationfrom and after the occurrence and during the continuance of an Event of Default, have the right and power to: (Ii) to receive, endorse and collect all instruments checks and other orders for the payment of money made payable to the Grantor such Pledgor representing any income, interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (IIor on behalf of) to transfer the owner of the Pledged Collateral, in whole including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities; (iv) ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts xxx moneys due and to become due under or in part, to the name respect of any of the Secured Party Pledged Collateral; (v) file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (vi) generally to sell, xxx for and give acquittances for moneys due on account transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsPledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party's option and signsuch Pledgor's expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems reasonably necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers Each Pledgor hereby ratifies and approves all acts of attorney which Secured Party made or taken pursuant to this Section 8.02 (provided, that no Pledgor by virtue of such ratification, releases any claim that Pledgor may otherwise have against Secured Party for any such acts made or taken by Secured Party through gross negligence or willful misconduct). Neither Secured Party nor any person designated by Secured Party shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Secured Party’s interests 's gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofforce.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints Administrative Agent for the benefit of Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) as such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor such Grantor, and in the name of the Grantor such Grantor, or otherwise, from time to time time, in the Secured Party’s sole and absolute discretion toto do any of the following acts or things: (ia) if an Event of Default, as defined in the Service Agreement, is continuing, take any action to do all acts and things and to execute any instrument which the Secured Party may deem all documents necessary or advisable to accomplish perfect and continue perfected the purposes security interests created by this Agreement and to preserve, maintain and protect the Pledged Collateral; (b) to do any and every act which such Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in such Grantor’s name, any financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Secured Party; provided, however, that Administrative Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Administrative Agent nor any Lender shall have any liability or responsibility for any act (other than Administrative Agent’s or such Lender’s own gross negligence or willful misconduct) or omission taken with respect thereto. The foregoing power of attorney is coupled with an interest and is irrevocable. Each Grantor hereby agrees to repay immediately upon demand all reasonable costs and expenses incurred or expended by Secured Party in exercising any right or taking any action under this Agreement, including, without limitation, (I) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend or other distribution in respect of the Collateral or any part or proceeds thereof and to give full discharge together with interest as provided for the same; and (II) to transfer the Collateral, in whole or in part, to the name of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofCredit Agreement.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of Default, as defined in the Service Agreement, Default has occurred and is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, without limitationdemand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of such Grantor; (Ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in partpart the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to the name collect any amounts due under Accounts, contracts or Negotiable Collateral of the such Grantor; and (g) Secured Party or such other person or persons as shall have the Secured Party may designate; take possession of and endorse any one or more checksright, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and but shall not be terminated prior thereto or affected obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Secured Party shall commence any such suit, the appropriate Grantor shall, at the request of Secured Party, do any and all lawful acts and execute any and all proper documents reasonably required by any act Secured Party in aid of such enforcement. To the Grantor or extent permitted by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of each Grantor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue of this Section 10. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Debtors hereby appoints irrevocably appoint the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as its attorney-in-fact, coupled with an interestfrom and after any Default hereunder, with full authority in for the place purpose of carrying out the provisions of this Security and stead of the Grantor Pledge Agreement and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take taking any action and execute executing any instrument which the Secured Party may may, in its sole and absolute discretion, deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Secured Party shall have the right and power, without limitationif a Default shall have occurred, (Ia) to ask for, demand, collect, sue for, receive, endorse and collect all instruments checks and xxxer orders for the payment of money made payable to the Grantor Debtors representing any income, interest or dividend or other distribution payable in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; and (IIb) to transfer the Collateral, in whole give any necessary receipts for amounts collected or in part, to the name of received by the Secured Party pursuant to this Security and Pledge Agreement and make all necessary transfers of all or such any part of the Collateral in connection with any sale or other person disposition thereof made pursuant to this Security and Pledge Agreement, and for that purpose to execute all necessary instruments of assignment and transfer; (c) to commence and prosecute any and all suits, actions or persons as proceedings in law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any part of the Collateral or to enforce any rights in respect thereof; and (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to any or all of the Collateral. The Debtors hereby ratify and confirm all actions that are consistent with this Section 6 performed by the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the as attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereoffact.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the each Grantor or otherwise, exercisable after and during the continuance of an Event of Default, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, or for the purpose of perfecting, confirming, continuing , enforcing or protecting the security interest in the Pledged Property, including, without limitation, to (Ia) to receivefile one or more financing statements, endorse continuing statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to the Grantor representing any income, dividend or other distribution payments in respect of the Collateral Pledged Property or any part or proceeds thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Pledged Property as and (II) to transfer the Collateral, in whole or in part, to the name of the Secured Party or such other person or persons as when the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoingdetermine; and (iid) at to facilitate collection, the Secured Party may notify account debtors and obligors on any time execute and record or fileon behalf of Pledged Property to make payments directly to the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) Secured Party. The powers foregoing power of attorney which is a power coupled with an interest and shall be granted pursuant to Section 10(a) irrevocable until all Obligations are paid and all authority thereby performed in full. The Grantors agree that the powers conferred shall be granted -and conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral Pledged Property and shall not impose any duty upon the attorney-in-fact Secured Party to exercise any such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Each Pledgor hereby appoints the Secured Party (and any officer or agent of as the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in fact of such Pledgor for the place purpose of carrying out the provisions of this Agreement and stead of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take taking any action and execute executing any instrument which that the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Secured Party shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Secured Party’s name or in the name of the applicable Pledgor (Ia) to receive, endorse endorse, assign and/or deliver any and collect all instruments made payable notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Grantor representing any income, dividend or other distribution in respect of the Pledged Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or proceeds thereof any of the Pledged Collateral, (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral, (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to give full discharge for do all other acts and things necessary to carry out the same; purposes of this Agreement in accordance with its terms, as fully and (II) to transfer the Collateral, in whole or in part, to the name of completely as though the Secured Party were the absolute owner of the Pledged Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or such other person or persons as obligating the Secured Party may designate; take possession to make any commitment or to make any inquiry as to the nature or sufficiency of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents payment received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests , or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in the Collateral and shall not impose respect thereof or any duty upon the attorney-in-fact to exercise such powersproperty covered thereby. Such powers of attorney The Secured Party shall be irrevocable prior accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolution hereunder, except for their own gross negligence, willful misconduct or other event had not occurred and regardless of notice thereofbad faith.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby ---------------------------------------- irrevocably appoints Administrative Agent for the benefit of Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such as Grantor’s true and lawful 's attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor Grantor, and in the name of the Grantor Grantor, or otherwise, from time to time time, in the Secured Party’s 's sole and absolute discretion to: to do any of the following acts or things: (ia) if an Event of Default, as defined in the Service Agreement, is continuing, take any action to do all acts and things and to execute any instrument which the Secured Party may deem all documents necessary or advisable to accomplish perfect and continue per fected the purposes security interests created by this Agreement and to preserve, maintain and protect the Pledged Collateral; (b) to do any and every act which Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in Grantor's name, any financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Secured Party; provided, however, that -------- ------- Administrative Agent shall be under no obligation whatsoever to take any of the foregoing actions, and neither Administrative Agent nor any Lender shall have any liability or responsibility for any act or omission (other than Administrative Agent's or such Lender's own gross negligence or willful misconduct) taken with respect thereto. Grantor hereby agrees to repay immediately upon demand all reasonable costs and expenses incurred or expended by Secured Party in exercising any right or taking any action under this Agreement, including, without limitation, (I) to receive, endorse and collect all instruments made payable to the Grantor representing any income, dividend or other distribution in respect of the Collateral or any part or proceeds thereof and to give full discharge together with interest as provided for the same; and (II) to transfer the Collateral, in whole or in part, to the name of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofLoan Agreement.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-fact, coupled with an interest, with full authority in the place and stead fact of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if Pledgor following an Event of Default, as defined in Default which is continuing for the Service Agreement, is continuing, take purpose of carrying out the provisions of this Agreement and taking any action and execute executing any instrument which that the Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingthe Secured Party shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, (I) with full power of substitution either in the Secured Party’s name or in the name of the Pledgor, to receiveask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and collect all other instruments made for the payment of money payable to the Grantor Pledgor representing any income, dividend or other distribution payable in respect of the Collateral or any part thereof or proceeds on account thereof and to give full discharge for the same; and (II) to transfer the Collateral, in whole or in part, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the name of same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Secured Party to make any commitment or such other person to make any inquiry as to the nature or persons as the Secured Party may designate; take possession sufficiency of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents payment received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in , or to present or file any claim or notice, or to take any action with respect to the Collateral and shall not impose or any duty upon part thereof or the attorney-in-fact moneys due or to exercise such powersbecome due in respect thereof or any property covered thereby. Such powers of attorney The Secured Party shall be irrevocable prior accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by Pledgor for any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized failure to act under such powers of attorney as if such dissolution hereunder, except for their own gross negligence or other event had not occurred and regardless of notice thereofwillful misconduct.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful as its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this AgreementAgreement or for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest in the Collateral, including, without limitation, to (Ia) to receivefile one or more financing statements, endorse continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents; (b) receive and collect all instruments made payable to the Grantor any Guarantor representing any income, dividend or other distribution payments in respect of the Collateral or any part or proceeds thereof and to give full discharge for the same; (c) demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose, or realize on the Collateral as and when the Secured Party may determine, and (IId) to transfer the Collateral, execute and complete in whole or in part, to the name of one or more Grantor such documents and forms as may be necessary to transfer any domain names and related content to the Secured Party or such other person or persons as its designee, including without limitation, completing and submitting online forms in the name of each Grantor and taking all actions necessary in connection therewith. To facilitate collection, the Secured Party may designate; take possession of notify account debtors and endorse obligors on any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of Collateral to make payments directly to the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) Secured Party. The powers foregoing power of attorney which is a power coupled with an interest and shall be granted pursuant to Section 10(a) irrevocable until all Obligations are paid and all authority thereby performed in full. Each Grantor agrees that the powers conferred shall be granted -and conferred on the Secured Party hereunder are solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact Secured Party to exercise any such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereof.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of DefaultDefault has occurred and is continuing under the Notes, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, without limitationdemand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any Supporting Obligations in connection therewith or any other Collateral of the Grantor; (Ib) to receive and open all mail addressed to the Grantor and to notify postal authorities to change the address for the delivery of mail to the Grantor to that of the Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral of the Grantor or otherwise to enforce the rights of the Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in partpart the purchase order of any Person obligated to the Grantor in respect of any Account of the Grantor; (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of the Grantor; and (g) the Secured Party shall have the right, but shall not be obligated, to bring suit in its own name to enforce the name Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if the Secured Party shall commence any such suit, the Grantor shall, at the request of the Secured Party or such other person or persons as Party, do any and all lawful acts and execute any and all proper documents reasonably required by the Secured Party may designate; take possession in aid of and endorse any one or more checkssuch enforcement. To the extent permitted by law, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and hereby ratifies all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue hereof. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Companies hereby appoints the appoint Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful attorney-in-factfact of each Company for the purpose, coupled with an interest, with full authority in to act upon the place occurrence and stead continuation of the Grantor and in the name of the Grantor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default, as defined in of carrying out the Service Agreement, is continuing, take provisions of this Agreement and taking any action and execute executing any instrument which the that Secured Party may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of this Agreementthe foregoing, includingSecured Party shall have the right, without limitationupon the occurrence and during the continuance of an Event of Default, with full power of substitution either in Secured Party’s name or in the name of one or more of the Companies (Ia) to receive, endorse endorse, assign and/or deliver any and collect all instruments made payable to the Grantor representing any incomenotes, dividend acceptances, checks, drafts, money orders or other distribution in respect evidences of payment relating to the Collateral or any part or proceeds thereof and to give full discharge for the samethereof; and (IIb) to transfer the Collateraldemand, in whole or in partcollect, to the name receive payment of, give receipt for and give discharges and releases of the Secured Party or such other person or persons as the Secured Party may designate; take possession of and endorse any one or more checks, drafts, bills of exchange, money orders all or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account (c) to sign the name of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at Companies on any time execute and record invoice or fileon behalf xxxx of lading relating to any of the Grantor Collateral; (d) to commence and prosecute any evidence and all suits, actions or proceedings at law or in equity in any court of a security interest contemplated by this Agreement competent jurisdiction to collect or otherwise realize on all or any refilingof the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, continuation compromise, compound, adjust or extension thereof. defend any actions, suits or proceedings relating to all or any of the Collateral; (bg) The powers to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of attorney which the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though Secured Party were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be granted pursuant construed as requiring or obligating Secured Party to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely make any commitment or to protect make any inquiry as to the nature or sufficiency of any payment received by Secured Party’s interests in , or to assume or take on any obligation of the Companies under any contract or agreement to which one or more of the Companies is a party, or to present or file any claim or notice, or to take any action with respect to the Collateral and shall not impose or any duty upon part thereof or the attorney-in-fact moneys due or to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance become due in full of the Obligations and shall not be terminated prior thereto respect thereof or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofproperty covered thereby.

Secured Party Appointed Attorney-in-Fact. (a) The Each Grantor hereby irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful its attorney-in-fact, coupled with an interest, with fact at the time of the execution of this Agreement. The Secured Party shall have full authority in the place and stead of the such Grantor and in the name of the such Grantor or otherwise, from at such time to time in the Secured Party’s discretion to: (i) if as an Event of Default, as defined in the Service Agreement, Default has occurred and is continuing, to take any action and to execute any instrument which the Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (a) to ask, without limitationdemand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with any Collateral of such Grantor; (Ib) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of the Secured Party; (c) to receive, endorse indorse, and collect all instruments made payable to the Grantor representing any income, dividend drafts or other distribution in respect instruments, documents, Negotiable Collateral or Chattel Paper; (d) to file any claims or take any action or institute any proceedings which the Secured Party may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of the Secured Party with respect to any part or proceeds thereof and to give full discharge for of the same; and Collateral; (IIe) to transfer the Collateralrepair, alter, or supply goods, if any, necessary to fulfill in whole or in partpart the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; (f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to the name collect any amounts due under Accounts, contracts or Negotiable Collateral of the such Grantor; and (g) such Secured Party or such other person or persons as shall have the Secured Party may designate; take possession of and endorse any one or more checksright, drafts, bills of exchange, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suits, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the Secured Party’s interests in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and but shall not be terminated prior thereto or affected obligated, to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if such Secured Party shall commence any such suit, the appropriate Grantor shall, at the request of such Secured Party, do any and all lawful acts and execute any and all proper documents reasonably required by any act such Secured Party in aid of such enforcement. To the Grantor or extent permitted by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of each Grantor hereby ratifies all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, that such attorney-in-fact shall nevertheless lawfully do or cause to be fully authorized to act under such powers done by virtue hereof. This power of attorney as if such dissolution or other event had not occurred is coupled with an interest and regardless of notice thereofshall be irrevocable until this Agreement is terminated.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor Each Pledgor hereby ---------------------------------------- irrevocably appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantor’s true and lawful Pledgor's attorney-in-fact, which appointment is coupled with an interest, with full authority in the place and stead of the Grantor such Pledgor and in the name of the Grantor such Pledgor or otherwise, from time to time in the Secured Party’s discretion to: (i) if an Event of Default's discretion, as defined in the Service Agreement, is continuing, to take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, : (Ia) to perform any of such Pledgor's obligations under this Agreement in such Pledgor's name or otherwise; (b) after the occurrence of an Event of Default to receive, endorse indorse and collect all interest, cash, securities, instruments made payable to the Grantor representing any income, dividend and other property received or other distribution otherwise distributed in respect of the Pledged Collateral or any part or proceeds thereof thereof; (c) after the occurrence of an Event of Default to give notice of such Pledgor's right to payment, to enforce that right and to give full discharge for make extension agreements with respect to it; (d) after the same; occurrence of an Event of Default to release persons liable on rights to payment, to compromise disputes with those persons, and (II) to transfer the surrender Pledged Collateral, in whole or in part, to the name of the Secured Party or such other person or persons all as the Secured Party may designate; take possession determines in its sole discretion when acting in good faith based on information known to it when it acts; (e) to prepare and file financing statements, continuation statements, statements of assignment, termination statements, and endorse any one or more checksthe like, draftsas necessary to perfect, bills of exchangeprotect, money orders or any other documents received on account of the Collateral; collect, xxx for and give acquittances for moneys due on account of the foregoing; withdraw any claims, suitspreserve, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; and sign, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute and record or fileon behalf of the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereof. (b) The powers of attorney which shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect release the Secured Party’s interests 's interest in the Collateral and shall not impose any duty upon the attorney-in-fact Pledged Collateral; (f) to exercise endorse such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of lawPledgor's name on instruments, includingsecurities, but not limited to, the dissolution, insolvency, suspension of its present businessdocuments, or merger, bulk sale other forms of payment or transfer security that come into the Secured Party's possession; (g) to take cash in payment of all obligations; and (h) to verify information concerning rights to payment by inquiry in its own name or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofa fictitious name.

Secured Party Appointed Attorney-in-Fact. (a) The Grantor To effectuate the terms and provisions hereof, Pledgor hereby appoints the Secured Party (and any officer or agent of the Secured Party with full power of substitution and revocation) such Grantoras Pledgor’s true and lawful attorney-in-factfact for the purpose, coupled with from and after the occurrence and during the continuance of an interestEvent of Default, with full authority in of carrying out the place provisions of this Pledge Agreement and stead of the Grantor taking any action and in the name of the Grantor or otherwise, executing any instrument that Secured Party from time to time in the Secured Party’s reasonable discretion to: (i) if an Event of Default, as defined in the Service Agreement, is continuing, take any action and execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes of this Pledge Agreement. Without limiting the generality of the foregoing, includingSecured Party shall, without limitationfrom and after the occurrence and during the continuance of an Event of Default, have the right and power to: (Ii) to receive, endorse and collect all instruments checks and other orders for the payment of money made payable to the Grantor Pledgor representing any income, interest or dividend or other distribution or amount payable in respect of the Pledged Collateral or any part or proceeds thereof and to give full discharge for the same; ; (ii) execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral; (iii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to sign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to exercise all rights and privileges of (IIor on behalf of) the owner of the Pledged Collateral; (iv) ask, demand, collect, sxx for, recover, compound, receive and give acquaintance and receipts for moneys due and to transfer the Collateral, in whole become due under or in part, to the name respect of any of the Secured Party Pledged Collateral; (v) file any claims or such other person take any action or persons as the institute any proceedings that Secured Party may designate; take possession deem necessary or desirable for the collection of and endorse any one or more checks, drafts, bills of exchange, money orders or any other documents received on account of the Pledged Collateral or otherwise to enforce the rights of Secured Party with respect to any of the Pledged Collateral; collectand (vi) generally to sell, xxx for and give acquittances for moneys due on account transfer, pledge, make any agreement with respect to or otherwise deal with any of the foregoing; withdraw any claimsPledged Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes, suitsand to do, or proceedings pertaining to or arising out of the foregoing; take any other action contemplated by this Agreement; at Secured Party’s option and signPledgor’s expense, execute, acknowledge, swear to, verify, deliver, file, record and publish any one or more of the foregoing; and (ii) at any time execute or from time to time, all acts and record things that Secured Party deems reasonably necessary to protect, preserve or fileon behalf of realize upon the Grantor any evidence of a security interest contemplated by this Agreement or any refiling, continuation or extension thereofPledged Collateral. (b) The powers Pledgor hereby ratifies and approves all acts of attorney which Secured Party made or taken pursuant to this Section 8.02 (provided that Pledgor does not, by virtue of such ratification, release any claim that Pledgor may otherwise have against Secured Party for any such acts made or taken by Secured Party through gross negligence or willful misconduct). Neither Secured Party nor any person designated by Secured Party shall be granted pursuant to Section 10(a) and all authority thereby conferred shall be granted -and conferred solely to protect the liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Secured Party’s interests gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in the Collateral and shall not impose any duty upon the attorney-in-fact to exercise such powers. Such powers of attorney shall be irrevocable prior to the indefeasible payment and performance in full of the Obligations and shall not be terminated prior thereto or affected by any act of the Grantor or by operation of law, including, but not limited to, the dissolution, insolvency, suspension of its present business, or merger, bulk sale or transfer of all or substantially all of its assets, or if any other event should occur before the indefeasible payment and performance in full of the Obligations and termination of the Service Agreement and the related documents, such attorney-in-fact shall nevertheless be fully authorized to act under such powers of attorney as if such dissolution or other event had not occurred and regardless of notice thereofforce.